DEF 14A of GoDaddy Inc., Apr 24, 2025

DEF 14A of GoDaddy Inc.

Filed Apr 24, 2025 · FY20240001609711-25-000070

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors

  2. Proposal No. 1 — Election of Directors begins on page 16 of this Proxy Statement

    Proposal No. 1 — Election of Directors begins on page 16 of this Proxy Statement Beginning with this Annual Meeting, the division of our directors into classes will terminate and our board will be fully declassified. The Board of Directors (the “Board”) has nominated the below directors for election at the Annual Meeting, each for a one-year term that expires at the 2026 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation, death or removal. The Board unanimously recommends that you vote “FOR” each of the nominees named in Proposal No. 1.

  3. Proposal No. 1 — Election of Directors begins on page 16 of this Proxy Statement

    | Name and Principal Occupation | | Age | Independent | Director Since | Board Committees | | | Amanpal (Aman) Bhutani Chief Executive Officer, GoDaddy | 49 | | 2019 | | | | Herald Chen Former President and Chief Financial Officer, AppLovin | 55 | | 2014 | | | | Caroline Donahue Former Executive Vice President and Chief Marketing and Sales Officer, Intuit | 64 | | 2018 | | | | Mark Garrett Former Executive Vice President and Chief Financial Officer, Adobe | 67 | | 2018 | | | | Brian Sharples - Chair of the Board Co-founder and Former Chairman and Chief Executive Officer, HomeAway | 64 | | 2016 | | | | Graham Smith Former Executive Vice President and Chief Financial Officer, Salesforce | 65 | | 2024 | | | | Leah Sweet Former Senior Vice President, PayPal | 56 | | 2020 | | | | Srinivas (Srini) Tallapragada President and Chief Engineering Officer, Salesforce | 55 | | 2023 | | | | Sigal Zarmi Senior Advisor, Boston Consulting Group | 61 | | 2023 | |

  4. Proposal No. 1 — Election of Directors begins on page 16 of this Proxy Statement

    | COMMITTEES | | | | | | Audit and Finance Committee (the “Audit Committee”) | | Nominating and Governance Committee (the “Governance Committee”) | | | Compensation and Human Capital Committee (the “Compensation Committee”) | | Committee Chair |

  5. Proposal No. 1 — Election of Directors begins on page 16 of this Proxy Statement

    | TENURE | | | | <4 years 3/9 | 4-6 years 3/9 | 7+ years 3/9 | | | | | | AGE | | | | 41-55 years 3/9 | 56-65 years 5/9 | 66+ years 1/9 | | | | |

  6. Proposal No. 1 — Election of Directors begins on page 16 of this Proxy Statement

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  7. Proposal No. 1 — Election of Directors begins on page 16 of this Proxy Statement

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | Amanpal (Aman) Bhutani, Chief Executive Officer | | | | Chief Executive Officer, GoDaddy Age: 49 Director since: 2019 Other Current Board Service: The New York Times Company (since 2018) Zero Link Markets, Inc. (private) | | PROFESSIONAL EXPERIENCE •Chief executive officer, GoDaddy Inc., September 2019 to present •President of the Brand Expedia Group, Expedia Group, Inc., June 2015 to September 2019 •Vice president and senior vice president of Expedia Worldwide Engineering, Expedia Group, Inc., May 2010 to June 2015 •Technology senior director, JPMorgan Chase and Co., September 2008 to May 2010 •Senior vice president of e-commerce technology, Washington Mutual Inc. (acquired by JPMorgan Chase and Co.), 2002 to 2008 SKILLS AND QUALIFICATIONS Mr. Bhutani gained extensive technological expertise from his collective experiences in senior leadership roles at digital and consumer-facing companies, giving him a highly relevant perspective on our innovation efforts as we position the Company for further growth. Mr. Bhutani has over 20 years of experience in technical, management and leadership roles, ushering brands into new eras of innovation and integrating emerging and leading technologies to enhance the customer experience. His leadership and strategic planning experience as president of Brand Expedia Group’s global business operations positions him well to lead the Company as we continue our global growth. | |

  10. Director Nominees

    | Brian Sharples, Board Chair | | | | Co-founder, Former Chairman and Chief Executive Officer, HomeAway Age: 64 Director since: 2016 Other Current Board Service: Ally Financial Inc. (since August 2018) Twyla Inc. (private) | | PROFESSIONAL EXPERIENCE •Co-founder and chief executive officer, HomeAway, Inc., April 2004 to September 2016 FORMER BOARD EXPERIENCE •Former director, Avalara, Inc., March 2020 to October 2022 (private) •Former director, Yelp Inc., March 2019 to June 2022 (public) •Former director, Fexy Media, 2015 to 2023 (private) •Former board chair, HomeAway, Inc., April 2004 to December 2015 (public) •Former director, RetailMeNot, Inc., August 2011 to May 2017 (public) SKILLS AND QUALIFICATIONS Mr. Sharples gained extensive experience as an executive in the technology industry and through his entrepreneurial leadership throughout his career. As the co-founder and former chief executive officer of HomeAway, Inc., a global online marketplace, he deeply understands the risks and opportunities involved with operating a global, consumer-centric technology company. The Board greatly benefits from his expertise in technology brand strategy and his knowledge navigating strategic transactions in the technology and e-commerce space as both an executive and a director. Mr. Sharples’s extensive public company board experience brings to the Board a thorough understanding of corporate governance, human capital management, executive compensation and oversight of risk and management. | |

  11. Director Nominees

    | 2025 Proxy Statement | 17 |

  12. Director Nominees

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  13. Director Nominees

    | Herald Chen | | | | Former President and Chief Financial Officer, AppLovin Corporation Age: 55 Director since: 2014 Committee(s): Compensation Chair, Audit Other Current Board Service: AppLovin Corporation (since August 2018) Internet Brands, Inc. (private) | | PROFESSIONAL EXPERIENCE •Advisor to the chief executive officer, AppLovin Corporation, January 2024 to present •President and chief financial officer, AppLovin Corporation, November 2019 to January 2024 •Head of technology, media and telecom, Kohlberg Kravis Roberts & Co. L.P., April 2007 to October 2019 FORMER BOARD EXPERIENCE •Former board chair, BMC Software, Inc., October 2018 to October 2019 (private) •Former board chair, Optiv Inc., December 2016 to October 2019 (private) •Former board chair, Epicor Software Corporation, August 2016 to October 2019 (private) SKILLS AND QUALIFICATIONS Mr. Chen’s deep background in the technology industry and his former role as AppLovin’s chief financial officer, where he led a large technology platform with a global presence, provide him with unique and current insights into leadership and strategic planning in the digital market space. As a former investment professional who was instrumental in defining strategy and driving success across many technology companies, Mr. Chen brings to the Board deep operational and management expertise and governance and oversight of the business. As a member of our Audit Committee, and through his roles as chair at various companies, Mr. Chen brings to the Board a deep understanding of financial and accounting matters, as well as risk management expertise. | |

  14. Director Nominees

    | Caroline Donahue | | | | Former Executive Vice President and Chief Marketing and Sales Officer, Intuit Age: 64 Director since: 2018 Committee(s): Compensation, Governance Other Current Board Service: Experian plc (since January 2017) Versapay Corporation (private) | | PROFESSIONAL EXPERIENCE •Chief marketing and sales officer and executive vice president, Intuit Inc., August 2012 to September 2016 •Senior vice president of sales and channel marketing, Intuit Inc., May 1995 until August 2012 SKILLS AND QUALIFICATIONS As the former chief marketing and sales officer of a large technology company, Ms. Donahue provides extensive knowledge of international markets with consumer sales and growth, which is particularly relevant to our global business and strategic focus on customer growth. The Board and leadership team benefit from Ms. Donahue’s insight and extensive experience in mass-market, digital, multi-channel and business-to-consumer distribution, marketing and brand and sales management. Ms. Donahue also offers strong insight to the Board and our leadership team on innovation and consumer-centricity within a consumer-facing technology company. Through her public and private company board experience, Ms. Donahue understands issues pertaining to human capital management, risk management and oversight and corporate governance. | |

  15. Director Nominees

    | 18 | |

  16. Director Nominees

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  17. Director Nominees

    | Mark Garrett | | | | Former Executive Vice President and Chief Financial Officer, Adobe Age: 67 Director since: 2018 Committee(s): Audit Chair Other Current Board Service: Snowflake, Inc. (since April 2018) Cisco Systems, Inc. (since April 2018) Acacia (private) | | PROFESSIONAL EXPERIENCE •Senior advisor, Permira, June 2021 to present •Senior advisor, General Atlantic, June 2018 to June 2021 •Executive vice president and chief financial officer, Adobe Systems Incorporated, February 2007 to April 2018 •Senior vice president and chief financial officer, Software Group of EMC Corporation (formerly Documentum, Inc.), August 2002 to January 2007 and 1997 to 1999, including through its acquisition by EMC Corporation FORMER BOARD EXPERIENCE •Former director, NightDragon Acquisition Corp., March 2021 to December 2022 (public) •Former director, HireRight, LLC, November 2018 to October 2021 (private) •Former director, Pure Storage, Inc., July 2015 to December 2021 (public) SKILLS AND QUALIFICATIONS Mr. Garrett’s executive leadership roles at EMC and Adobe enable him to provide invaluable insight to our management and Board on long-term strategic, financial and capital planning and financial performance. His ability to complete one of the largest and fastest strategic transitions to a cloud-based subscription model at Adobe gives him an important perspective when guiding our management team through areas of growth and evolution. As a senior advisor at Permira, Mr. Garrett adds to his depth of understanding of technology companies. His extensive financial and accounting experience through his public company directorships, and particularly his role as audit committee chair and member at other technology companies, allows him to provide a depth of extensive financial and accounting expertise to ensure effective oversight as the chair of our Audit Committee and member of the Board. | |

  18. Director Nominees

    | Graham Smith | | | | Former Executive Vice President and Chief Financial Officer, Salesforce Age: 65 Director since: 2024 Committee(s): Audit Other Current Board Service: Axon Enterprise, Inc. (since March 2023) Procore Technologies, Inc. (since February 2020) | | PROFESSIONAL EXPERIENCE •Interim chief executive officer, Splunk Inc., November 2021 to April 2022 •Executive vice president and chief financial officer and other roles, Salesforce, Inc., December 2007 to March 2015 •Chief financial officer, Advent Software, Inc., January 2003 to December 2007 FORMER BOARD EXPERIENCE •Former director, Splunk Inc., July 2011 to March 2024 (public) •Former director, Blackline, Inc., May 2015 to May 2022 (public) •Former director, Slack Technologies, Inc., December 2018 to July 2021 (private) •Former director, Xero Limited, February 2015 to March 2020 (public) SKILLS AND QUALIFICATIONS Mr. Smith’s leadership experience as a public company chief financial officer and his success advising technology companies through growth at scale are aligned with GoDaddy’s go-forward strategy. The Board and management also benefit from Mr. Smith’s deep financial and accounting expertise gained through his roles at Splunk, Salesforce and Advent Software and his public company directorships. | |

  19. Director Nominees

    | 2025 Proxy Statement | 19 |

  20. Director Nominees

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  21. Director Nominees

    | Leah Sweet | | | | Former Senior Vice President, PayPal Age: 56 Director since: 2020 Committee(s): Governance Chair, Compensation Other Current Board Service: BMC Technologies (private) Versapay Corporation (private) | | PROFESSIONAL EXPERIENCE •Senior vice president of global design, delivery and operations and other roles, including chief of staff to the chief executive officer, PayPal Inc., January 2012 to March 2020 •Vice president, customer success, CA Technologies, Inc., April 2010 to December 2011 •Deputy chief information officer, State of Arizona, May 2009 to April 2010 •Vice president, technology strategy and operations, American Express Company, February 2004 to May 2009 FORMER BOARD EXPERIENCE •Former director, Arizona Technology Council, October 2016 to March 2020 (private) SKILLS AND QUALIFICATIONS Ms. Sweet’s extensive senior executive expertise in the fintech and financial services industries, including her experiences at PayPal and American Express, give her deep knowledge into payments and commerce that is invaluable to our Board and leadership as we deliver our commerce solutions for customers. Her prior experiences spearheading successful transformations and driving businesses forward enable her to provide valuable insight to the Board regarding oversight of enterprise strategy development and program management. Ms. Sweet’s understanding of human capital management, executive compensation, corporate governance and succession planning gained through her board experiences and her role as chief of staff at PayPal greatly benefit our Board and Compensation and Governance Committees. | |

  22. Director Nominees

    | Srinivas (Srini) Tallapragada | | | | President and Chief Engineering Officer, Salesforce Age: 55 Director since: 2023 Committee(s): Governance | | PROFESSIONAL EXPERIENCE •President and chief engineering officer, Salesforce, Inc., December 2019 to present •President, executive and senior vice president, Salesforce, Inc., May 2012 to December 2019 •Senior vice president, engineering, Oracle Corporation, April 2011 to May 2012 •Senior vice president, SAP Labs Inc., February 2009 to April 2011 •Vice president and senior director, Applications Development, Oracle Corporation, 2001 to 2009 •Director, Engineering, Customer Relationship Manager, Oracle Corporation 2000 to 2001 FORMER BOARD EXPERIENCE •Former director, Avalara, Inc., July 2021 to October 2022 (private) SKILLS AND QUALIFICATIONS Mr. Tallapragada brings a depth of technology expertise, as well as leadership and governance experience, to the Board and Governance Committee. At Salesforce, Mr. Tallapragada leads teams to deliver product and platform innovations, key skills that help aid management and our Board in analyzing and bringing forth product and service enhancements and developments. He has extensive experience driving cutting-edge innovation and building emerging technologies within complex platforms. He also leads the cybersecurity and governance, risk and compliance functions at Salesforce. Mr. Tallapragada’s ability to scale business operations through innovation and his track record of strong strategic planning both provide a valuable perspective as we continue to evolve our business. | |

  23. Director Nominees

    | 20 | |

  24. Director Nominees

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  25. Director Nominees

    | Sigal Zarmi | | | | Senior Advisor, Boston Consulting Group Age: 61 Director since: 2023 Committee(s): Audit Other Current Board Service: ADT Inc. (since April 2021) Global Atlantic Financial Group (private) BigID (private) | | PROFESSIONAL EXPERIENCE •Senior advisor, Boston Consulting Group Inc., August 2021 to present •Interim chief information officer, Staples, Inc., August 2023 to February 2024 •Senior advisor, Morgan Stanley, July 2021 to January 2023; previously served as international chief information officer and global head of transformation, October 2018 to July 2021 •Vice chairman, global and U.S. chief information officer, PricewaterhouseCoopers LLP, December 2014 to September 2018 •Chief information officer, GE Capital Americas, General Electric Company, August 2010 to November 2014 FORMER BOARD EXPERIENCE •Former director, HashiCorp, Inc., June 2021 to February 2025 •Former director, DataRobot Inc., September 2021 to August 2022 (private) •Former director, Alfresco Software, December 2019 to October 2020 (private) SKILLS AND QUALIFICATIONS As the former chief information officer of several large global businesses, Ms. Zarmi’s expertise in strategic planning and operational risk management further enhances the risk management and compliance expertise of our Board and Audit Committee. The Board, Audit Committee and management also greatly benefit from Ms. Zarmi’s cybersecurity expertise gained through her experiences as the chief information officer at Morgan Stanley, PricewaterhouseCoopers and GE Capital Americas. Through her various roles at Morgan Stanley, managing the diverse global technology footprint and driving the firm’s innovation agenda through emerging technologies, Ms. Zarmi brings a wealth of knowledge to advise our leadership team on our strategic focus on innovation and the global growth of our customers. | |

  26. Director Nominees

    | 2025 Proxy Statement | 21 |

  27. Director Nominees

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  28. Non-Employee Director Compensation

    Non-Employee Director Compensation We maintain an Amended and Restated Outside Director Compensation Policy (the “Outside Director Compensation Policy”) pursuant to which each member of our Board who is not a Company employee and is not affiliated with a holder of greater than 5% of any class or series of our capital stock (each an “Eligible Director”) will receive cash and equity-based compensation for their service on our Board. The Outside Director Compensation Policy is periodically reviewed by the Compensation Committee, with the input of its independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), to ensure that the compensation paid to our Eligible Directors reflects current market assessments, data and analyses.

  29. 2024 Non-Employee Director Compensation

    2024 Non-Employee Director Compensation The following table summarizes compensation for each of our non-employee directors for the year ended December 31, 2024. For all of our non-employee directors, we offer health insurance benefits.

  30. 2024 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Herald Chen | 76,667 | 269,694(5) | — | 346,361 | | Caroline Donahue | 68,000 | 269,694(5) | 17,462 | 355,156 | | Mark Garrett | 77,500 | 269,694(5) | 19,027 | 366,221 | | Brian Sharples | 108,333 | 354,415(5) | — | 462,748 | | Graham Smith(1) | 32,500 | 271,950(6) | — | 304,450 | | Leah Sweet | 74,000 | 269,694(5) | 19,027 | 362,721 | | Srini Tallapragada | 56,000 | 269,694(5) | — | 325,694 | | Sigal Zarmi | 65,000 | 269,694(5) | 19,027 | 353,721 |

  31. 2024 Non-Employee Director Compensation

    (1)Effective June 26, 2024, the Board appointed Mr. Smith to the Board. (2)These amounts reflect annual cash retainers earned during 2024 for service as a member of our Board and, if applicable, as Board chair or a chair or member of one or more Board committees. (3)These amounts reflect the aggregate grant date fair value of RSUs granted during 2024, computed as described in Note 2 to our audited financial statements included in our 2024 Annual Report on Form 10-K in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), for service as a member of our Board and, in the case of Mr. Sharples, as chair of the Board. As of December 31, 2024, the aggregate number of RSUs outstanding for each of our non-employee directors was as follows: Mr. Chen— 1,945; Ms. Donahue — 1,945; Mr. Garrett — 1,945; Mr. Sharples — 2,556; Mr. Smith — 1,945; Ms. Sweet — 1,945; Mr. Tallapragada — 1,945; and Ms. Zarmi — 1,945. (4)For Mr. Garrett and Mses. Donahue, Sweet and Zarmi, these amounts reflect health insurance benefits only. (5)On June 6, 2024, (i) Messrs. Chen, Garrett and Tallapragada and Mses. Donahue, Sweet and Zarmi were each awarded an annual grant of RSUs covering 1,945 shares of our common stock for service as members of our Board and (ii) Mr. Sharples was awarded an annual grant of RSUs covering 2,556 shares of our common stock for service as a member of our Board and as chair of the Board. 100% of the shares subject to such RSUs are scheduled to vest on June 3, 2025 (the day immediately prior to our Annual Meeting), subject to their respective continued service with us through such date. (6)On June 26, 2024, Mr. Smith was awarded an initial grant of RSUs covering 1,945 shares of our common stock for service as a member of our Board. 100% of the shares subject to such RSUs are scheduled to vest on June 26, 2025 (the one-year anniversary of the grant date), subject to his continued service with us through such date.

  32. 2024 Non-Employee Director Compensation

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  33. 2024 Non-Employee Director Compensation

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  34. 2024 Non-Employee Director Compensation

    | Executive Officers |

  35. 2024 Non-Employee Director Compensation

    The following table identifies certain information about our executive officers. Our executive officers are appointed by our Board to hold office until their successors are appointed and qualified. For Aman Bhutani’s biography, please see the section titled “Director Nominees” on page 17.

  36. 2024 Non-Employee Director Compensation

    | | Mark McCaffrey, 59 Mark McCaffrey has served as our Chief Financial Officer since June 2021. Before joining GoDaddy, Mr. McCaffrey spent over 20 years in various roles at PricewaterhouseCoopers LLP in the Technology, Media and Telecommunications (“TMT”) Sector, including as the US TMT Sector Leader, guiding an experienced team of consultants working across clients in the TMT industries. He also served as the Global Software Industry Leader for the firm, including as the global engagement partner on several of PwC’s largest multinational software and services clients. | | | Roger Chen, 54 Roger Chen has served as our Chief Operating Officer since January 2022. Prior to this role, Mr. Chen served as the President of the Company’s Domain Registrars and Investors Business from January 2020 until his appointment as Chief Operating Officer. Previously, Mr. Chen was the Company’s Senior Vice President for the Asia Pacific region from March 2018 to January 2020. From June 2015 to March 2018, Mr. Chen served as the Company’s Vice President of Asia. | | | Jared Sine, 46 Jared Sine has served as our Chief Strategy and Legal Officer since March 2024. Before joining GoDaddy, Mr. Sine spent almost eight years at Match Group and served as Chief Business Affairs & Legal Officer since March 2021, overseeing privacy, safety and social advocacy, compliance, government affairs, corporate governance, general legal, aspects of corporate strategy and mergers and acquisitions. Prior to Match Group, Mr. Sine spent nearly four years at Expedia Group where he led all legal aspects of the company’s mergers, acquisitions, joint ventures and other strategic initiatives. He began his legal career at Cravath, Swaine & Moore LLP and later joined Latham & Watkins LLP. |

  37. 2024 Non-Employee Director Compensation

    On November 6, 2024, the Company informed Nick Daddario, the Company’s Chief Accounting Officer, that his role would be impacted as part of a restructuring within the Company’s accounting department. Mr. Daddario’s service as Chief Accounting Officer and as an executive officer of the Company concluded on November 6, 2024, although he continued to support the transition of his responsibilities through December 31, 2024 and his employment with the Company ceased in March 2025.

  38. 2024 Non-Employee Director Compensation

    | 2025 Proxy Statement | 37 |

  39. 2024 Non-Employee Director Compensation

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  40. 2024 Non-Employee Director Compensation

    | Executive Compensation |

  41. 2024 Non-Employee Director Compensation

    | | | | | Proposal No. 2 Advisory Vote on the Compensation of Our Named Executive Officers | | | | | The Board of Directors unanimously recommends that you vote “FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers. | |

  42. 2024 Non-Employee Director Compensation

    Pursuant to Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“NEOs”) as disclosed in this “Executive Compensation” section of this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views with respect to our NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all our NEOs and our executive compensation philosophy, policies and practices as described in this Proxy Statement. The say-on-pay vote is advisory, and is therefore not binding on us, our Compensation Committee or our Board. The say-on-pay vote will, however, provide us with insight into stockholder sentiment regarding our executive compensation philosophy, policies and practices, which our Compensation Committee will be able to consider when determining executive compensation in the future. Our Board and our Compensation Committee value the opinions of our stockholders. To the extent there is any significant vote against the say-on-pay proposal as disclosed in this Proxy Statement, we will communicate directly with our stockholders to better understand and consider their feedback, and the Compensation Committee will determine what actions, if any, they would like to take in order to incorporate such feedback into the compensation program. We believe the information we have provided in this “Executive Compensation” section of this Proxy Statement, and in particular the information discussed in the “Compensation Discussion and Analysis” and related tabular disclosure highlights our core principles of providing compensation that ties pay to performance, is competitive, fair and equitable and reflects the feedback of our stockholders. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve Proposal No. 2.

  43. 2024 Non-Employee Director Compensation

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  44. 2024 Non-Employee Director Compensation

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  45. Compensation Philosophy and Objectives

    | | | | | | Pay for Performance | Competitive Pay | Fair and Equitable | Responsive to Stockholders | | We promote our overall “pay for performance” compensation philosophy by ensuring a significant portion of our NEOs’ compensation is “at risk” and subject to corporate and individual performance achievement goals | We strive to provide competitive compensation packages to our executive officers that aid us in recruiting and retaining top talent and motivating and rewarding achievement of our short- and long-term business objectives | We aim to provide compensation reflective of our long-lasting commitment to building an inclusive environment where our employees, customers and communities have an opportunity to thrive | We incorporate themes and insight gathered from our stockholders to build and update our compensation programs to ensure they align with stockholder interests and market best practices |

  46. Target Mix of Compensation

    | Compensation Program Elements | | | | | Base Salary (Fixed) Establishes competitive pay that properly incentivizes executive officers for day-to-day responsibilities | | | | | | Targeted at competitive levels and based on past experience and expected future contributions | | | | 2024 Short-Term Incentive Plan (Variable) Provides appropriate incentives for our executive officers to work collaboratively as a team to achieve important financial, business and strategic goals in our operating plan and to reward individual contributions | | | | | | 80% - Corporate Performance Goal | •25% Revenue •25% NEBITDA | •25% Bookings •25% uFCF | | | 20% - Individual Performance Goal | | | | 2024 Long-Term Incentive Plan (Variable) Strengthens the alignment between the interests of our executive officers and those of our stockholders by tying vesting of awards to achievement of rTSR, which incentivizes driving long-term stockholder value and promotes executive officer retention by linking vesting to continued employment | | | | | | 50% PSUs | •100% rTSR performance metric measured against the Nasdaq Internet Index | •Cliff vest after a 3-year performance period | | | 50% RSUs | | •Vest quarterly over a 3-year period |

  47. Target Mix of Compensation

    (1) To better reflect the total target compensation for our current NEOs, we have (i) excluded the compensation of Mr. Daddario who served as our Chief Accounting Officer until November 6, 2024 and (ii) included the 2025 target LTIP compensation for Jared Sine who joined GoDaddy on March 18, 2024. Pursuant to his employment letter, Mr. Sine received certain new hire awards in connection with the commencement of his employment in 2024 (as described further below under “2024 LTIP Awards”) and, beginning in 2025, became eligible to receive annual focal equity awards of RSUs and PSUs in accordance with the Committee’s practices for making annual equity grants to the Company’s executive leadership team.

  48. Performance Metrics

    Performance Metrics We seek to allocate a significant portion of each executive officer’s total annual target compensation to performance-based compensation that is “at risk” based on corporate performance, including cash performance bonuses and performance-based equity awards. These awards are earned only if we achieve specified key short-term and long-term performance objectives. The Compensation Committee annually reviews and selects STIP and LTIP performance metrics designed to incentivize and reward our executives over the short- and long-term while encouraging performance in critical operational and financial areas of our business. The Compensation Committee then establishes the levels of performance necessary to achieve those metrics with the aim of motivating our executive team to achieve stretch levels of corporate performance that lead to increased stockholder value.

  49. 2024 STIP Performance Metrics

    2024 STIP Performance Metrics The Compensation Committee sets rigorous corporate performance goals for the STIP based on key drivers of the business, taking into account Company- and industry-wide outlooks for the year, historical and projected growth and performance expectations for the Company and its peers, business objectives, market outlooks and feedback from stockholders. The Compensation Committee also considers whether metrics are included in the Company’s annual operating plan and whether they are communicated to stockholders on a regular basis. For the 2024 STIP, the Compensation Committee approved the use of bookings, revenue, NEBITDA and uFCF as the corporate performance metrics. Targets are set with stretch goals that are more rigorous than the prior year, requiring a higher growth percentage to achieve payouts above target. Additional detail on each of these metrics and how they support our strategy is provided below:

  50. 2024 STIP Performance Metrics

    | 2024 Short-Term Incentive Plan Performance Metrics | | | | Corporate Performance Goals (80% Weighting)(1) | | The corporate performance component of the Company’s 2024 STIP was comprised of the following four metrics: | | | 25% Revenue | •Revenue from the sale of our products and services is an indicator of actual growth for our Company and a measure of our operating performance | | | 25% Bookings(2) | •Bookings is an indicator of the expected growth of our Company and a measure of our operating performance | | | 25% NEBITDA(2) | •NEBITDA is a measure of our operating performance used by management and investors to evaluate our business that provides insight into our core results and permits useful year-over-year comparisons through inclusion or exclusion of certain recurring and nonrecurring items | | | 25% uFCF(2) | •uFCF is a measure of our liquidity, marker of our ability to pursue strategic opportunities and indicator of our balance sheet strength | | Individual Performance Goals (20% Weighting)(1) | | To ensure that our NEOs are appropriately motivated and incentivized to perform at high levels, and to avoid any incentives for excessive risk-taking, each NEO undergoes an annual review to evaluate their achievements against their pre-established performance goals, responsibilities and outlook |

  51. 2024 STIP Performance Metrics

    (1) For Mr. Daddario, who is a NEO, but not a member of our leadership team, the corporate performance component of his 2024 STIP opportunity was weighted at 70% and the individual performance component was weighted at 30%. (2) Definitions of Total Bookings, NEBITDA and uFCF, as well as reconciliations of NEBITDA and uFCF to their most directly comparable GAAP financial measures can be found in “Appendix A—Operating and Business Metrics, Non-GAAP Financial Information and Reconciliations” beginning on page 85. In 2025, as part of its annual review cycle, the Compensation Committee made certain changes to the corporate performance metrics applicable to the 2025 STIP, as described under “2025 Compensation Decisions” below.

  52. 2024 STIP Performance Metrics

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  53. 2024 STIP Performance Metrics

    | About GoDaddy | Proxy Summary | Board and Governance Matters | Executive Compensation | Audit Matters | Other Management Proposals | Other Information |

  54. LTIP Performance Metric

    LTIP Performance Metric Our performance-based LTIP awards are structured to incentivize and focus our executives on performance that drives stockholder value and to reward superior performance. To align our executives’ compensation more closely to stockholder returns, the Compensation Committee selected a performance metric for our performance-based LTIP awards that is based on our rTSR measured against the constituents of the Nasdaq Internet Index. We believe the Nasdaq Internet Index is an appropriate comparator group for these awards because the index provides a sufficient number of comparator companies and represents a significant majority of the companies with which we compete. Consistent with past years, achievement of target levels requires performance at the 50th percentile of the rTSR comparator group. In addition, the number of shares that may be earned is capped at 200% of target, and no shares are earned if rTSR for the three-year performance period falls below the 25th percentile of the rTSR comparator group. The chart below illustrates the payout curve with respect to the rTSR performance metric for the 2024 LTIP, as measured against the Nasdaq Internet Index.

  55. LTIP Performance Metric

    | 2024 Long-Term Incentive Plan Performance Metric | | | | | Relative Total Stockholder Return (rTSR): | | | | •Key indicator of stockholder value creation •Ties pay to performance | | | | rTSR Percentile Rank | Payout Percentage | | | 85th and above | 200% | | | 50th | 100% | | | 25th | 50% | | | Below 25th | —% |

  56. LTIP Performance Metric

    | 2025 Proxy Statement | 43 |

  57. LTIP Performance Metric

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  58. Annual Review Process

    | | BENCHMARK AND REVIEW | | | | | | •Review and approve compensation peer group •Evaluate market trends •Review say-on-pay results | •Benchmark CEO and NEO compensation •Review compensation policies against peers •Evaluate pay for performance alignment | | | | | | | | GOAL SETTING | | | | | | •Discuss the Company’s compensation policies and practices for employees as they relate to risk management and risk-taking incentives | •Review and approve goals and objectives •Establish total compensation targets | | | | | | | | EVALUATE | | | | | | •Evaluate performance against metrics •Assess individual goals •Certify performance results | •Consider incentive compensation payout amounts and annual equity awards •Review pay equity •Review management performance | | | | | | | | APPROVE | | | | | | •Approve compensation payouts upon Board certification of Company performance results | •Approve annual base salary, STIP and LTIP compensation design | | | | | |

  59. Annual Review Process

    | Key Inputs | | •Market Data: The Compensation Committee reviews market data and other inputs in connection with proposed enhancements to our compensation program. The Compensation Committee also considers comparative peer group data and market pay analysis. This data is provided by the Compensation Committee’s independent compensation consultant, who provides ongoing input with respect to overall executive compensation decisions and analyses for our NEOs through a review of competitive market data, as well as other data sources, including Radford’s compensation survey. The services provided in 2024 by the independent compensation consultant are described below. | | •Stockholder Feedback: Through our annual stockholder engagement cycle, the Compensation Committee obtains valuable insight into stockholder preferences as well as market best practices. In addition, the Compensation Committee reviews the results of our annual say-on-pay vote. At our 2024 Annual Meeting, stockholders were supportive of the structure and philosophy of our executive compensation program during fiscal 2023 as reflected in the approval of our say-on-pay proposal by approximately 95% of stockholders present and voting thereon. | | •Management: Management provides feedback and expertise regarding compensation matters for NEOs, including appropriate amounts, targets and goals necessary to recruit, retain and incentivize our executives. No member of management is involved in discussions or deliberations regarding such executive’s own compensation. |

  60. Independent Compensation Consultant

    Independent Compensation Consultant Under our Compensation Committee Charter, the Compensation Committee can engage a compensation consultant to assist in evaluating executive officer compensation. In 2024, the Compensation Committee retained Semler Brossy as its independent compensation consultant. Semler Brossy assisted the Compensation Committee in providing peer group analyses, competitive market data and compensation reports to inform their judgment about executive compensation decisions and related matters. Semler Brossy reported directly to our Compensation Committee and not to management, was independent and provided no other services to the Company. Each year, the Compensation Committee evaluates the independence of its compensation consultant to determine whether the services provided by the consultant raise any conflicts of interest. In 2024, the Compensation Committee evaluated the independence of Semler Brossy and determined that no conflict of interest existed.

  61. Peer Group

    Peer Group The Compensation Committee annually reviews the composition of our peer group used to compare and review the compensation paid to our executives against the competitive market and inform our compensation program design. In determining the appropriate composition of the peer group, the Compensation Committee seeks to include companies that are reasonably representative of our competitive talent market and similar to us based on a number of criteria, including size, industry focus and trajectory. In updating our peer group, the Compensation Committee considers changes in both our business and the businesses of the peer companies that comprise the group. In September 2023, after consultation with its independent compensation consultant, Semler Brossy, the Compensation Committee approved the following peer group for 2024 executive compensation decisions:

  62. Peer Group

    | 2024 Peer Group | | | | | •Akamai Technologies, Inc. (NASDAQ: AKAM) •AutoDesk, Inc. (NASDAQ: ADSK) •DocuSign, Inc. (NASDAQ: DOCU) •Dropbox, Inc. (NASDAQ: DBX) •eBay Inc. (NASDAQ: EBAY) •ETSY, Inc. (NASDAQ: ETSY) •Fortinet, Inc. (NASDAQ: FTNT) •Gen Digital Inc. (NASDAQ: GEN) •HubSpot, Inc. (NYSE: HUBS) •Nutanix, Inc. (NASDAQ: NTNX) | •Open Text Corporation (NASDAQ: OTEX) •Pinterest, Inc. (NYSE: PINS) •Shopify Inc. (NYSE: SHOP) •Squarespace, Inc. (NYSE: SQSP) (Now private) •Toast, Inc. (NYSE: TOST) •Verisign, Inc. (NASDAQ: VRSN) •Wix.com Ltd. (NASDAQ: WIX) •Zillow Group, Inc. (NASDAQ: Z, ZG) •Zoom Communications Inc. (NASDAQ: ZM) |

  63. Peer Group

    The 2024 peer group reflected (i) the removal of Zendesk, Inc., Ziff Davis, Inc., Electronic Arts, Inc., IAC Inc. and Workday Inc. due to a pending acquisition, misalignment in terms of size and incomparable pay practices and (ii) the addition of eBay, Inc., Pinterest, Inc., Squarespace, Inc. (which was later removed following the company’s acquisition), Toast, Inc. and Zoom Communications Inc. due to being comparable companies that provide online platforms across marketplace, social media, creator economy, payments solutions and video communication solutions of similar size. The companies in our 2024 peer group generally exhibited similar revenue size, market capitalization and profitability metrics along with industry and business alignment. In advance of the Compensation Committee’s discussions and decisions regarding the 2025 compensation program, and after consultation with its independent compensation consultant, Semler Brossy, the Compensation Committee approved a peer group for 2025 that reflected (i) the removal of Dropbox, Inc., Etsy, Inc. and Open Text Corporation due to misalignment in terms of size, business focus or otherwise and, as noted above, Squarespace, Inc. and (ii) the addition of Okta Inc. and Twilio Inc. due to being comparable companies focused on customer engagement and cybersecurity solutions. The peer group methodology for the 2025 peer group remained focused on similar metrics and ranges as discussed above for the 2024 peer group.

  64. Peer Group

    | 2025 Proxy Statement | 45 |

  65. Peer Group

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  66. 2024 Short-Term Incentive Plan

    2024 Short-Term Incentive Plan Our STIP aims to provide incentives that drive annual performance based on our operating plan and individual performance goals. At the beginning of each year, the Compensation Committee, with input from our management team, establishes corporate performance goals and payout formulas and approves the annual plan design. The performance goals are intended to be stretch goals, attainable through focused efforts and leadership by our executive officers. Each executive officer is eligible to earn a portion of such executive’s target short-term incentive opportunity based on achievement against these pre-established performance goals and their relative weightings under the formulas established by the Compensation Committee for the year in review. The components of our 2024 STIP consisted of a corporate performance component and an individual performance component. For all NEOs except Mr. Daddario, the corporate performance component was weighted at 80% of the overall 2024 STIP opportunity and the individual performance component was weighted at 20%. For Mr. Daddario, who is a NEO, but was not a member of our leadership team, the corporate performance component of his 2024 STIP opportunity was weighted at 70% and the individual performance component was weighted at 30%. The Compensation Committee has reserved discretion to adjust the achievement levels and/or actual bonuses paid if they deem appropriate, within the parameters of the performance framework. No discretionary adjustments were made for bonuses earned under the 2024 STIP.

  67. 2024 Short-Term Incentive Plan

    | 46 | |

  68. 2024 Short-Term Incentive Plan

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  69. 2024 NEO Target STIP Opportunities

    2024 NEO Target STIP Opportunities The following table shows the target short-term incentive opportunities for our NEOs for 2024:

  70. 2024 NEO Target STIP Opportunities

    | Name | Target Short-Term Incentive (% of Base Salary) | | Aman Bhutani | 100% | | Mark McCaffrey | 80% | | Roger Chen | 80% | | Jared Sine(1) | 80% | | Nick Daddario(2) | 40% |

  71. 2024 NEO Target STIP Opportunities

    (1)Mr. Sine joined GoDaddy on March 18, 2024 and, pursuant to his employment agreement, he was eligible to receive a full 2024 STIP. (2)Mr. Daddario served as Chief Accounting Officer until November 6, 2024, at which point he served as a non-executive employee through March 7, 2025. Mr. Daddario remained eligible to receive the full amount of his earned 2024 STIP.

  72. Corporate Performance Goals, Performance Cap and Results

    Corporate Performance Goals, Performance Cap and Results The corporate performance component of the STIP was based on the achievement of pre-established levels of bookings, revenue, NEBITDA and uFCF, as illustrated in the chart below. For 2024, these performance metrics, which are indicators of our operating performance, expected and actual growth and balance sheet strength, were weighted equally at 25% for each component. In furtherance of our commitment to incentivize and reward executives for stretch performance, these performance targets were set at higher levels than our actual achievement levels in 2023. Achievement levels were capped at 150% of target. We set our performance goals in consideration of the range of expected performance communicated to investors. We believe this provides alignment of pay and performance given the uncertainty inherent in establishing incentive goals. For performance outside of the target range, the payouts increase or decrease commensurate with our performance. The threshold, target and maximum performance thresholds for each financial component making up the 2024 STIP, as well as the actual results attained for 2024 as approved by the Compensation Committee, are included in the table set forth below. The aggregate actual performance achievement for all metrics under the corporate performance component of the 2024 STIP was 129%.

  73. Corporate Performance Goals, Performance Cap and Results

    | Metric | Threshold (50%) | Target (100%) | | | Maximum (150%) | Actual | Payout Percentage | | Revenue | $4.440 million | $4.480 million | - | $4.560 million | $4.600 million | $4.573 million | 116% | | Bookings | $4.892 million | $4.942 million | - | $5.042 million | $5.092 million | $5.038 million | 100% | | NEBITDA | $1.288 million | $1.299 million | - | $1.322 million | $1.334 million | $1.396 million | 150% | | uFCF | $1.370 million | $1.400 million | - | $1.470 million | $1.500 million | $1.506 million | 150% | | Total Payout Percentage | | | | | | | 129% |

  74. Individual Performance Goals and Individual Performance Cap

    Individual Performance Goals and Individual Performance Cap As noted above, 20% of the 2024 STIP opportunity (30% in the case of Mr. Daddario) was subject to the achievement of individual performance goals established for each NEO under the individual performance component. The Compensation Committee takes a measured approach to individual performance reviews to ensure that our executives are appropriately motivated and incentivized to continue to perform at high levels. The Compensation Committee approved a cap on the maximum achievement level for the individual performance component under the 2024 STIP of 300% of target, such that the aggregate maximum payout under each NEO’s award (other than Mr. Daddario) will in no event exceed 180% of such NEO’s target award. Historically, the Compensation Committee has not approved payment in respect of the individual component above 200% of target. For Mr. Daddario, payout of his individual performance component was capped at 125% of target, such that his aggregate maximum payout opportunity was 142.5% of target.

  75. Individual Performance Goals and Individual Performance Cap

    | 2025 Proxy Statement | 47 |

  76. Individual Performance Goals and Individual Performance Cap

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  77. Long-Term Compensation

    Long-Term Compensation

  78. 2024 Long-Term Incentive Plan

    2024 Long-Term Incentive Plan A key component of our executive compensation program is our LTIP. We structure the LTIP to include equity and equity-based awards that are designed to align with and promote our core compensation principles, including providing pay that rewards performance against rigorous metrics, is competitive, fair and equitable to motivate, retain and recruit our key employees, including our NEOs, promotes stockholder value by aligning the interests of our executives with those of our stockholders and responds to our stockholders.

  79. 2024 LTIP Awards

    2024 LTIP Awards The Compensation Committee reviews LTIP awards on an annual basis. The 2024 LTIP for each of our NEOs (other than Mr. Daddario) provided for (i) 50% of the value to be granted in the form of PSUs that vest based on the achievement of our rTSR measured against the Nasdaq Internet Index over a three-year performance period and (ii) 50% of the value to be granted in the form of RSUs that time-vest quarterly over three years. As a NEO, but not a member of our leadership team, Mr. Daddario received 100% of the value of his 2024 LTIP award in RSUs that would time-vest quarterly over three years. The Compensation Committee approved these LTIP awards after a detailed discussion and analysis of market data on LTIP awards from our peer group as well as a discussion of each of our NEOs’ roles and responsibilities. The table below sets forth the number of shares of our common stock underlying grants of RSUs and PSUs granted to our NEOs in 2024.

  80. 2024 LTIP Awards

    | Name | Total Award Value ($)(1) | Number of Target PSUs Granted(2) | Number of RSUs Granted(3) | | Aman Bhutani | 12,500,000 | 59,015 | 59,015 | | Mark McCaffrey | 5,000,000 | 23,606 | 23,606 | | Roger Chen | 5,000,000 | 23,606 | 23,606 | | Jared Sine(4) | 10,000,000 | 21,703 | 68,725 | | Nick Daddario(5) | 465,000 | — | 4,392 |

  81. 2024 LTIP Awards

    (1)The award value was converted into a number of shares based on the volume weighted average trading price for the 30 days ending on the last trading day of the month prior to the grant date. The award value reflects the intended value of the NEO’s awards approved by the Compensation Committee in early 2024 and is not the same as the value reported for the NEO for 2024 in the “Stock Awards” column in the “Summary Compensation Table” below. (2)For PSUs granted in 2024, the rTSR performance period began on January 1, 2024 and ends on December 31, 2026.Any earned PSUs will vest subject to the executive’s continued employment with us through March 1, 2027. The chart in the section “LTIP Performance Metric” on page 43, illustrates the payout curve with respect to the rTSR performance metric for the PSUs granted in 2024, as measured against the Nasdaq Internet Index. (3)RSUs vest for each NEO, other than Mr. Sine (see below), quarterly over three years, beginning on June 1, 2024. (4)As further described below, in 2024, Mr. Sine received new hire equity awards of RSUs having an aggregate target value of $7.6 million and PSUs having an aggregate target value of $2.4 million to secure his employment and make him whole for forfeited compensation from his previous employment. Mr. Sine was not eligible for an annual 2024 LTIP grant. (5)Mr. Daddario served as Chief Accounting Officer until November 6, 2024, at which point he served as a non-executive employee through March 7, 2025. Pursuant to the terms of his separation agreement and release, Mr. Daddario’s outstanding equity awards continued to vest until his employment ceased in March 2025. Compensation and New Hire Awards of Jared Sine, Chief Strategy & Legal Officer In February 2024, we announced that Jared Sine would be joining GoDaddy as Chief Strategy & Legal Officer. Before joining us, Mr. Sine spent almost eight years at Match Group and served as Chief Business Affairs & Legal Officer since March 2021, overseeing privacy, safety and social advocacy, compliance, government affairs, corporate governance, general legal, aspects of corporate strategy and mergers and acquisitions.

  82. 2024 LTIP Awards

    | 50 | |

  83. 2024 LTIP Awards

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  84. 2024 LTIP Awards

    As described in our 2024 Proxy Statement, Mr. Sine’s new hire compensation package included: (i) an annual base salary of $500,000; (ii) a 2024 STIP target percentage equal to 80% of base salary; (iii) equity awards with an aggregate target grant date value of $10 million to secure his employment, make him whole for forfeited compensation and reflect that he would not be eligible for a 2024 annual LTIP grant; and (iv) other employee benefits consistent with those provided to similarly situated employees. Mr. Sine’s new hire equity awards included two grants of RSUs, one vesting over a two-year period with a target value of $4.0 million to directly offset a portion of the equity value he forfeited from his previous employment, and the other vesting over a four-year period with a target value of $3.6 million to offset the remainder of the equity value he forfeited and reflect the fact that he would not be eligible for a 2024 annual LTIP grant. In addition, given he would not be eligible for a 2024 annual LTIP grant and to ensure he was aligned with the rest of the executive leadership team, Mr. Sine was awarded a grant of PSUs with a target value of $2.4 million that is subject to the same terms and conditions as those approved by the Compensation Committee for annual 2024 LTIP grants of PSUs made to the Company’s executive leadership team as described above. The awards were instrumental to the recruitment of Mr. Sine and were determined by our Compensation Committee, which considered the equity value he forfeited by leaving his former employer to join the Company, the scope of his role at GoDaddy, his individual qualifications and prior experience as well as alignment of his interests with those of our stockholders and meeting our retention objectives. Beginning in 2025, Mr. Sine is eligible to receive annual focal equity awards of RSUs and PSUs in accordance with the Compensation Committee’s practices for making annual equity grants to the Company’s executive leadership team.

  85. Achievement of 2022 PSUs

    Achievement of 2022 PSUs For PSUs granted in February 2022 with a performance period of January 1, 2022 through December 31, 2024, PSUs were eligible to be earned from 0% to 200% of the target amount granted based on the achievement of our rTSR performance against the Nasdaq Internet Index, following the same payout curve applicable to PSUs granted in 2024 as described above. Following the end of 2024, the Compensation Committee, in consultation with management, reviewed the Company’s achievement against the pre-established performance goal and determined that rTSR was achieved at a 98.65 percentile rank, resulting in a payout percentage of 200%. The following table sets forth the number of such PSUs that were earned by the respective NEO for the performance period of January 1, 2022 through December 31, 2024, which vested on March 1, 2025, other than (i) Mr. Daddario, who is a NEO, but not a member of our leadership team, and received 100% of his 2022 long-term incentive compensation in the form of RSUs and (ii) Mr. Sine, who joined GoDaddy on March 18, 2024 and therefore did not have a 2022 LTIP grant.

  86. Achievement of 2022 PSUs

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Aman Bhutani | 129,318 | 22,978,515 | | Mark McCaffrey | 51,728 | 9,191,548 | | Roger Chen | 51,728 | 9,191,548 |

  87. Achievement of 2022 PSUs

    (1)The value realized on vesting of PSUs was calculated based on the closing market price of our common stock on March 1, 2025 ($177.69).

  88. Achievement of 2022 PSUs

    | 2025 Proxy Statement | 51 |

  89. Achievement of 2022 PSUs

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  90. Compensation Decisions for 2025

    Compensation Decisions for 2025 Following its annual review of the compensation of our executive officers as described above under “Compensation Decision-Making Process” and with the input of Semler Brossy, in early 2025 our Compensation Committee approved (i) changes to our 2025 STIP metrics and target percentages for our NEOs as described below and (ii) 2025 LTIP grants to our NEOs as set forth in the table below. No changes were made to base salaries for our NEOs for 2025. As part of its annual review cycle in early 2025, the Compensation Committee reviewed the corporate performance goals for the 2025 STIP, including applicable metrics and targets. The committee discussed, among other things, key drivers of the business, metrics included in the Company’s annual operating plan and communicated to stockholders, Company- and industry-wide outlooks for the upcoming year, historical and projected growth and performance expectations and peer benchmarking. As a result of this review, the Compensation Committee determined that the use of bookings and NEBITDA as the corporate performance metrics for the Company’s 2025 STIP were appropriate and approved such metrics for use in the 2025 STIP. More information on these targets will be provided in our proxy statement for the 2026 annual meeting of stockholders. Additionally, as part of the review and approval cycle, the Compensation Committee approved LTIP awards for our NEOs’ 2025 compensation. The Compensation Committee engaged in detailed discussion, including a review of the Company’s 2024 corporate performance and achievements, analysis of market data among our peer group and best market practices and internal discussions of each of our NEOs’ roles, responsibilities and individual achievements in 2024. In addition, the Compensation Committee considered, and the compensation decisions for 2025 reflect, the Company’s exceptional financial and operational performance in 2024, to which our executives heavily contributed. Consistent with the 2024 LTIP, the 2025 LTIP for each of our NEOs provides for (i) 50% of the value to be granted in the form of PSUs that vest based on the achievement of our rTSR measured against the Nasdaq Internet Index over a three-year performance period and (ii) 50% of the value to be granted in the form of RSUs that time-vest quarterly over three years. The table below sets forth the total award value and number of shares of our common stock underlying grants of RSUs and PSUs made to our NEOs in 2025.

  91. Compensation Decisions for 2025

    | Name | Total Award Value ($)(1) | Number of Target PSUs Granted(2) | Number of RSUs Granted(3) | | Aman Bhutani | 20,000,000 | 49,178 | 49,178 | | Mark McCaffrey | 6,000,000 | 14,754 | 14,754 | | Roger Chen | 10,000,000 | 24,589 | 24,589 | | Jared Sine | 4,400,000 | 10,820 | 10,820 |

  92. Compensation Decisions for 2025

    (1)The award value was converted into a number of shares based on the volume weighted average trading price for the 30 days ending on the last trading day of the month prior to the grant date. The award value reflects the intended value of the NEO’s awards approved by the Compensation Committee in early 2025. (2)For PSUs granted in 2025, the rTSR performance period began on January 1, 2025 and will end on December 31, 2027, and any earned PSUs will vest subject to the executive’s continued employment with us through March 1, 2028. (3)RSUs vest quarterly over three years beginning on June 1, 2025.

  93. Employment Agreements and Post-Termination Severance and Change in Control Benefits

    Employment Agreements and Post-Termination Severance and Change in Control Benefits We maintain a stable and effective management team through entry into competitive employment agreements and offer letters. We believe this stability is essential to protecting and enhancing the best interests of our Company and stockholders. In 2019, in connection with the hiring of Mr. Bhutani, we entered into an employment agreement with him that provides terms that we believe offer him a competitive compensation package that serves to retain and incentivize him to perform at the highest levels. Mr. Bhutani’s employment agreement also provides for certain payments and benefits upon certain terminations of employment with us, both in connection with and not related to a change in control. The terms of Mr. Bhutani’s employment agreement are set forth below in the section titled “Potential and Actual Payments upon Termination or Change in Control.” Similarly, we entered into an offer letter with Mr. McCaffrey in connection with his hiring in 2021, which provides standard employment and compensation terms and conditions, and we entered into employment agreements with Mr. Chen in January 2022 and July 2022 in connection with his appointment as Chief Operating Officer and his relocation from China to Singapore, respectively, the latter of which includes standard employment and compensation terms and conditions consistent with such terms and conditions in Singapore. In addition, in connection with our appointment of Jared Sine as the Company’s Chief Strategy and Legal Officer, we entered into an employment letter with Mr. Sine in February 2024, which, in addition to standard employment and compensation terms and conditions, includes new hire equity awards with an aggregate target grant date value of $10 million to secure his employment and make him whole for forfeited compensation from his previous employment and reflect that he would not be eligible for a 2024 annual LTIP grant.

  94. Employment Agreements and Post-Termination Severance and Change in Control Benefits

    | 2025 Proxy Statement | 53 |

  95. Employment Agreements and Post-Termination Severance and Change in Control Benefits

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  96. Employment Agreements and Post-Termination Severance and Change in Control Benefits

    In addition, our Board has adopted a form of change in control and severance agreement (a “CIC and Severance Agreement”) for certain executive officers and key employees designated by the Compensation Committee to be party to such an agreement. These agreements provide assurances of specified severance benefits to each such individual whose employment is subject to involuntary termination other than for cause or voluntary termination for good reason. We believe it is important to provide such individuals with severance benefits upon certain qualifying terminations of employment to secure their continued dedication to their work, without the distraction of negative economic consequences of potential termination. We believe these severance benefits, as compared with similarly situated individuals at companies with which we compete for talent, are appropriate since the benefits are subject to the individual’s entry into a release of claims in our favor. For more detail, see the section below titled “Potential and Actual Payments upon Termination or Change in Control.”

  97. Timing of Equity Award Grant Practices

    Timing of Equity Award Grant Practices Item 402(x) of Regulation S-K requires us to discuss our policies and practices on timing of awards of options in relation to the disclosure by us of material non-public information by us. Equity awards are discretionary and are generally granted to our named executive officers at the end of February after the Compensation Committee’s annual performance review. In certain circumstances, including the hiring, promotion or in connection with achievement of an exceptional performance of an officer, the Compensation Committee may approve grants at other times throughout the year. The Compensation Committee does not grant stock options (or similar awards with “option-like” features) to its employees. Eligible employees, including our NEOs, may voluntarily enroll in the ESPP and may purchase shares at a discount using payroll deductions accumulated during the prior six-month period. Purchase dates under the ESPP are generally the 15th day of May and November. The Compensation Committee does not take material non-public information into account when determining the timing and terms of equity awards, and we do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  98. Tax Considerations

    Tax Considerations We have not provided any of our executive officers or directors with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Section 280G or Code Section 409A. Code Section 280G and related Code sections provide that executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control exceeding certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event an executive officer, director or other service provider receives “deferred compensation” not meeting the requirements of Code Section 409A. Based on the limitations imposed by Code Section 162(m), publicly traded companies generally may receive a federal income tax deduction for compensation paid to their chief executive officers and to certain of their other current and former highly compensated officers that qualify as “covered employees” within the meaning of Code Section 162(m) only if the compensation is less than $1,000,000 per person during any calendar year. These Code Section 162(m) limitations shall apply unless the compensation is paid pursuant to a written binding contract in effect on December 20, 2019 (and not materially modified after that date) or the compensation was paid on or before December 18, 2020. In approving the amount and form of compensation for our executive officers in the future, we expect to consider the cost to us of providing such compensation, including the potential impact of Code Section 162(m), as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. Our Board or the Compensation Committee, as applicable, may, in its judgment, authorize compensation payments that will or may not be deductible when it believes that such payments are appropriate to attract, retain or motivate executive talent.

  99. Accounting Considerations

    Accounting Considerations Accounting rules require us to measure the compensation expense for all share-based compensation awards made to our employees and directors, including stock options, RSUs, PSUs and other stock-based awards, based on the “grant date fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards. These rules also require us to recognize the “compensation cost” of our share-based compensation awards in our statements of operations over the period that the employee or director is required to render service to vest in the award.

  100. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities earned by our NEOs for 2024 and, as applicable, 2023 and 2022:

  101. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Aman Bhutani, Chief Executive Officer | 2024 | 1,000,000 | — | 17,146,808 | 1,290,000 | 28,425 | 19,465,233 | | | 2023 | 1,000,000 | — | 13,827,459 | 1,024,000 | 25,758 | 15,877,217 | | | 2022 | 1,000,000 | — | 16,829,370 | 600,000 | 216,520 | 18,645,890 | | Mark McCaffrey, Chief Financial Officer | 2024 | 525,000 | — | 6,858,723 | 525,840 | 13,154 | 7,922,717 | | | 2023 | 525,000 | — | 4,761,208 | 430,080 | 17,125 | 5,733,413 | | | 2022 | 525,000 | — | 5,909,148 | 252,000 | 22,826 | 6,708,974 | | Roger Chen, Chief Operating Officer | 2024 | 516,679(4) | — | 6,858,723 | 523,441 | — | 7,898,843 | | | 2023 | 513,905(4) | 97,778(5) | 4,761,208 | 418,609 | — | 5,791,500 | | | 2022 | 496,393(4) | — | 6,005,449 | 242,465 | 178,273 | 6,922,580 | | Jared Sine, Chief Strategy and Legal Officer(6) | 2024 | 384,615 | — | 12,342,646 | 500,800 | 9,123 | 13,237,184 | | Nick Daddario, Chief Accounting Officer(7) | 2024 | 326,923 | — | 501,347 | 163,608 | 23,163 | 1,015,041 | | | 2023 | 340,000 | — | 533,131 | 138,856 | 8,548 | 1,020,535 | | | 2022 | 330,712 | — | 582,535 | 90,133 | 7,879 | 1,011,259 |

  102. Summary Compensation Table

    (1)The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of stock awards granted (or considered granted for accounting purposes) during the applicable year, computed as described in Note 2 to our audited financial statements included in our 2024 Annual Report on Form 10-K in accordance with ASC 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts do not reflect the actual value realized or realizable by the NEO with respect to these awards, which value is only determinable after the shares underlying the applicable award have vested. Assuming maximum achievement of the performance conditions for PSUs granted (or considered granted for accounting purposes) in 2024, the total values of the PSUs at their respective grant dates were as follows: (i) $20,820,492 for Mr. Bhutani; (ii) $8,328,197 for Messrs. McCaffrey and Chen; and (iii) $8,271,013 for Mr. Sine. In addition, as part of our long-term incentive compensation programs prior to 2020, certain NEOs received awards which were eligible to vest based on the achievement of annual performance metrics during each year of a four-year performance period, subject to the executive’s continued employment with us through each vesting date (“Legacy PSUs”). The following table lists the number and grant date fair value of Legacy PSUs that were considered granted for accounting purposes to (i) Mr. Bhutani in each of 2023 and 2022, and (ii) Mr. Chen in 2022, in each case based on the performance targets established by our Compensation Committee in each year. For Mr. Chen, we are only providing information for 2022 as he did not receive any Legacy PSUs that were considered granted for accounting purposes in 2023 and he was not a NEO prior to 2022.

  103. Summary Compensation Table

    | | 2023 | | 2022 | | | Name | PSUs Considered Granted (#) | Grant Date Fair Value ($) | PSUs Considered Granted (#) | Grant Date Fair Value ($) | | Aman Bhutani | 24,923 | 1,924,803 | 24,924 | 2,056,728 | | Roger Chen | N/A | N/A | 1,167 | 96,301 |

  104. Summary Compensation Table

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  105. Summary Compensation Table

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  106. Summary Compensation Table

    (2)For 2024, the amounts in the “Non-Equity Incentive Plan Compensation” column represent annual performance-based bonuses earned under the 2024 STIP based on the achievement of performance goals, as described under the section “2024 Short-Term Incentive Plan” above, which were paid in 2025. Mr. Chen’s 2024 bonus amount was converted to U.S. dollars according to the closing foreign exchange rate of U.S. dollar/SGD for March 28, 2025 (the date of Mr. Chen’s 2024 STIP bonus payment) of approximately $1/SGD 0.75. (3)For 2024, the amounts in the “All Other Compensation” column include the following amounts for each respective NEO:

  107. Summary Compensation Table

    | Name | 401(k) Matching Contributions ($) | Security and Cybersecurity Protection ($)(A) | Group Term Life Insurance ($) | Other ($) (B) | | Aman Bhutani | 7,500 | 20,115 | 810 | — | | Mark McCaffrey | 2,332 | 8,500 | 2,322 | — | | Jared Sine | — | 8,500 | 623 | — | | Nick Daddario | 7,500 | — | 2,322 | 13,341 |

  108. Summary Compensation Table

    (A) Represents security and cybersecurity protection for the listed NEO and certain members of their family, and for Mr. Bhutani, includes $1,615 for a personal in-home security system. (B) “Other” amounts for Mr. Daddario represents to two weeks of paid leave of absence for the period of December 14, 2024 to December 31, 2024, which included two payments of $6,538. Additionally, “Other” amounts includes the value of purchases made by Mr. Daddario under the Company’s broadly available “Everyday Champions” employee recognition program and $116 of tax reimbursements with respect thereto. (4)Mr. Chen was appointed Chief Operating Officer in January 2022. Mr. Chen resided in China from January 1, 2022 to July 7, 2022, after which point he relocated to Singapore. Mr. Chen’s salary for 2022 has been converted to U.S. dollars from (i) Chinese Yuan using a blended rate of approximately 0.15, representing the average currency translation rate in effect during the six-month period ended June 30, 2022, and (ii) Singapore Dollars using a blended rate of approximately 0.72, representing the average currency translation rate in effect during the six-month period ended December 31, 2022. Mr. Chen resided in Singapore for the full year ended December 31, 2023 and 2024. Mr. Chen’s salary for 2024 and 2023 has been converted to U.S. dollars from Singapore Dollars using a blended rate of approximately 0.75 and 0.74, respectively, representing the average currency translation rate in effect during the years ended December 31, 2024 and 2023, respectively. (5)The amount in the “Bonus” column for Mr. Chen reflects an award paid in March 2024 for acknowledged out-performance as part of our CEO’s annual year-end review of exceptional employee performances in 2023. This amount was converted to U.S. dollars according to the closing foreign exchange rate of U.S. dollar/SGD for March 28, 2024 (the date Mr. Chen was paid such award) of approximately $1/SGD 0.74. (6)Mr. Sine joined GoDaddy effective March 18, 2024. (7)Mr. Daddario served as Chief Accounting Officer until November 6, 2024, at which point he served as a non-executive employee through March 7, 2025.

  109. Summary Compensation Table

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  110. Summary Compensation Table

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  111. Grants of Plan-Based Awards During 2024

    Grants of Plan-Based Awards During 2024 The following table presents information regarding plan-based awards granted (or considered granted for accounting purposes) to our NEOs during 2024:

  112. Grants of Plan-Based Awards During 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Aman Bhutani | N/A | 500,000 | 1,000,000 | 1,800,000 | | | | | | | | 2/29/2024 | | | | 29,508 | 59,015 | 118,030 | | 10,410,246 | | | 2/29/2024 | | | | | | | 59,015 | 6,736,562 | | Mark McCaffrey | N/A | 210,000 | 420,000 | 756,000 | | | | | | | | 2/29/2024 | | | | 11,803 | 23,606 | 47,212 | | 4,164,098 | | | 2/29/2024 | | | | | | | 23,606 | 2,694,625 | | Roger Chen | N/A(5) | 205,755 | 411,510 | 740,719 | | | | | | | | 2/29/2024 | | | | 11,803 | 23,606 | 47,212 | | 4,164,098 | | | 2/29/2024 | | | | | | | 23,606 | 2,694,625 | | Jared Sine | N/A | 200,000 | 400,000 | 720,000 | | | | | | | | 3/18/2024 | | | | 10,902 | 21,803 | 43,606 | | 4,135,507 | | | 3/18/2024 | | | | | | | 68,725 | 8,207,140 | | Nick Daddario(6) | N/A | 68,000 | 136,000 | 193,800 | 2,196 | 4,392 | 8,784 | | | | | 2/29/2024 | | | | | | | 4,392 | 501,347 |

  113. Grants of Plan-Based Awards During 2024

    (1)The amounts represent the threshold, target and maximum payouts under the 2024 STIP assuming the achievement of corporate and individual performance goals, as described under the section “2024 Short-Term Incentive Plan” above. Amounts set forth under “Threshold” represent the estimated payout assuming (i) achievement of each of the four corporate performance goals under the 2024 STIP at the respective threshold level (which would result in a 50% payout percentage for the corporate performance component under the 2024 STIP) and (ii) achievement of the NEO’s individual performance goals under the 2024 STIP at a 50% payout percentage. (2)The amounts reflect the number of shares of common stock subject to PSUs granted to each NEO under the 2024 LTIP, which vest based on the achievement of our rTSR measured against the Nasdaq Internet Index over a three-year performance period, as described under the section “2024 Long-Term Incentive Plan” above. (3)The amounts reflect the number of shares of common stock subject to RSUs granted to each NEO under the 2024 LTIP, as described under the section “2024 Long-Term Incentive Plan” above. (4)The amounts reflect the aggregate grant date fair value of RSUs and PSUs granted (or considered granted for accounting purposes) during 2024, computed as described in Note 2 to our audited financial statements included in our 2024 Annual Report on Form 10-K in accordance with ASC 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. (5)Mr. Chen’s 2024 STIP target was SGD 552,000 (80% of his annual base salary of SGD 690,000). Mr. Chen’s Threshold, Target and Maximum amounts were converted to U.S. dollars according to the closing foreign exchange rate of U.S. dollar/SGD for March 28, 2025 (the date of Mr. Chen’s 2024 STIP bonus payment) of approximately $1/SGD 0.75. (6)Mr. Daddario served as Chief Accounting Officer until November 6, 2024, at which point he served as a non-executive employee through March 7, 2025. In connection therewith, Mr. Daddario (i) remained eligible to receive the full amount of his 2024 STIP and (ii) forfeited any portion of his equity awards that remained unvested as of his employment termination date on March 7, 2025.

  114. Grants of Plan-Based Awards During 2024

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  115. Grants of Plan-Based Awards During 2024

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  116. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2024.

  117. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Aman Bhutani | 9/4/2019 | 299,033 | — | 63.54 | 9/4/2029 | | | | | | | 2/25/2021 | | | | | 3,780 | 746,059 | — | — | | | 2/28/2022 | | | | | 20,206 | 3,988,058 | 64,659 | 12,761,747 | | | 2/24/2023 | | | | | 36,725 | 7,248,413 | 65,288 | 12,885,893 | | | 2/29/2024 | | | | | 44,262 | 8,735,991 | 59,015 | 11,647,791 | | Mark McCaffrey | 6/2/2021 | | | | | 3,644 | 719,216 | — | — | | | 2/28/2022 | | | | | 8,083 | 1,595,342 | 25,864 | 5,104,778 | | | 2/24/2023 | | | | | 14,691 | 2,899,563 | 26,116 | 5,154,515 | | | 2/29/2024 | | | | | 17,705 | 3,494,436 | 23,606 | 4,659,116 | | Roger Chen | 2/27/2020 | 3,083 | — | 70.17 | 2/27/2030 | | | | | | | 2/25/2021 | | | | | 1,229 | 242,568 | — | — | | | 6/2/2021 | | | | | 2,317 | 457,306 | — | — | | | 2/28/2022 | | | | | 8,083 | 1,595,342 | 25,864 | 5,104,778 | | | 2/24/2023 | | | | | 14,691 | 2,899,563 | 26,116 | 5,154,515 | | | 2/29/2024 | | | | | 17,705 | 3,494,436 | 23,606 | 4,659,116 | | Jared Sine | 3/18/2024 | | | | | 68,725 | 13,564,253 | 21,703 | 4,283,521 | | Nick Daddario | 2/25/2021 | | | | | 152 | 30,000 | | | | | 2/28/2022 | | | | | 437 | 86,251 | | | | | 2/24/2023 | | | | | 588 | 116,054 | | | | | 2/29/2024 | | | | | 354 | 69,869 | | | | | 2/29/2024 | | | | | 12 | 2,368 | | |

  118. Outstanding Equity Awards at Fiscal Year-End

    (1)Stock options become vested and exercisable over a four-year period as to 25% of the stock options on the first anniversary of the applicable grant date and, as to the remaining 75% of the stock options, in equal quarterly installments for an additional three years, subject to the NEO’s continued service through each applicable vesting date. (2)Unless otherwise indicated, RSUs vest over a four-year period as to 25% on the first day of the month following the first anniversary of the applicable vesting commencement date and then quarterly vesting in equal installments for an additional three years, subject to the NEO’s continued service through each applicable vesting date. All RSUs with a February 29, 2024 grant date vest over a three-year period in equal quarterly installments, subject to the NEO’s continued service through each applicable vesting date. Messrs. McCaffrey, Sine and Daddario also have certain RSUs with different vesting terms. For Mr. McCaffrey, the RSUs with the grant date of June 2, 2021 have a vesting term of four years with 30% of the RSUs vesting on July 1, 2022, 7.5% of the RSUs vesting quarterly thereafter for the next four quarters and 5% of the RSUs vesting quarterly thereafter for the next eight quarters, subject to Mr. McCaffrey’s continued service through each applicable vesting date. For Mr. Sine, the RSUs with a grant date of March 18, 2024 have two separate vesting schedules: (i) 36,171 of the RSUs vest over a two-year period in two 50% installments; and (ii) 32,554 of the RSUs vest over a four-year period, with 30% of the RSUs vesting within the first year, 7.5% of the RSUs vesting quarterly thereafter through April 1, 2026, and then 5% of the RSUs vesting quarterly through April 1, 2028. (3)Market value is determined by multiplying the total shares by the closing market price of our common stock on December 31, 2024 ($197.37). (4)PSUs granted in 2022, 2023 and 2024 vest following the end of a three-year performance period based on our rTSR as compared to the Nasdaq Internet Index, subject to the NEO’s continued service through the applicable vesting date. (5)The number of unvested, unearned PSUs reported in this table reflects the total unvested, unearned PSUs at target performance levels.

  119. Outstanding Equity Awards at Fiscal Year-End

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  120. Outstanding Equity Awards at Fiscal Year-End

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  121. Option Exercises and Stock Awards Vested During 2024

    Option Exercises and Stock Awards Vested During 2024 The following table sets forth the number of shares acquired and the value realized upon the exercise of stock options and the vesting of RSUs and PSUs during 2024 by each of our NEOs. The value realized on exercise of stock options is calculated based on the difference between the market price of our common stock upon exercise and the exercise price of the stock options. The value realized on vesting of RSUs and PSUs is calculated based on the closing market price of our common stock on the applicable vesting date.

  122. Option Exercises and Stock Awards Vested During 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Aman Bhutani | — | — | 220,477 | 27,711,369 | | Mark McCaffrey | — | — | 77,230 | 9,675,065 | | Roger Chen | — | — | 73,929 | 9,594,954 | | Nick Daddario | 4,604 | 304,003 | 8,606 | 1,211,857 |

  123. Option Exercises and Stock Awards Vested During 2024

    (1)Reflects the aggregate number of shares of common stock underlying the stock options that were exercised in 2024. (2)Calculated by multiplying (i) the difference between (x) the sale price for shares of common stock sold concurrently with the exercise of an option, and if not, the fair market value of common stock on the option exercise date, which was determined using the closing price on the New York Stock Exchange of a share of common stock on the option exercise date and (y) the exercise price of the option, by (ii) the number of shares of common stock acquired upon exercise.

  124. Option Exercises and Stock Awards Vested During 2024

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  125. Option Exercises and Stock Awards Vested During 2024

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  126. Potential and Actual Payments upon Termination or Change in Control

    Potential and Actual Payments upon Termination or Change in Control

  127. TERMINATION OF EMPLOYMENT BY US WITHOUT “CAUSE” OR BY THE NEO FOR “GOOD REASON” UNRELATED TO A CHANGE IN CONTROL

    | Name | Salary Severance ($)(1) | Bonus Severance ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Value of Health Care Coverage Benefit ($)(4) | Total ($) | | Aman Bhutani | 1,000,000 | 1,000,000 | 23,802,230 | 44,717 | 25,846,947 | | Mark McCaffrey | 525,000 | — | — | 17,053 | 542,053 | | Roger Chen | 516,376(5) | — | — | — | 516,376 | | Jared Sine | 500,000 | — | 6,461,104 | 29,811 | 6,990,915 |

  128. TERMINATION OF EMPLOYMENT BY US WITHOUT “CAUSE” OR BY THE NEO FOR “GOOD REASON” IN CONNECTION WITH A CHANGE IN CONTROL

    | Name | Salary Severance ($)(1) | Bonus Severance ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Value of Health Care Coverage Benefit ($)(4) | Total ($) | | Aman Bhutani | 1,500,000 | 1,500,000 | 58,013,951 | 44,717 | 61,058,668 | | Mark McCaffrey | 525,000 | 420,000 | 23,626,965 | 17,053 | 24,589,018 | | Roger Chen | 516,376(5) | 413,343 | 23,607,623 | — | 24,537,342 | | Jared Sine | 500,000 | 400,000 | 17,847,774 | 29,811 | 18,777,585 |

  129. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the total annual compensation of our CEO, Mr. Bhutani, and the median of total annual compensation of all employees (other than Mr. Bhutani). For our last completed year ended December 31, 2024: •The median total annual compensation of all employees (other than Mr. Bhutani) was identified as $114,302 using the methodology described below. •Mr. Bhutani’s total annual compensation, as reported in the Summary Compensation Table included in this Proxy Statement, was $19,465,233. •Based on the above, for 2024, the ratio of Mr. Bhutani’s total annual compensation to the median of the total annual compensation of all employees was 170 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and is based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratios. Accordingly, the pay ratios disclosed by other companies may not be comparable to our pay ratio as disclosed above. During our last completed year ended December 31, 2024, there was no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. Accordingly, pursuant to Item 402(u) of Regulation S-K, we used the median employee identified as of the year ended December 31, 2023 for purposes of calculating our 2024 pay ratio. The methodology we used to calculate the pay ratio is as follows: •We determined the median of the total annual compensation of our employees as of December 31, 2023, at which time we (including our consolidated subsidiaries) had 6,108 full-time and 51 part-time and temporary employees, 4,249 of whom were located in the United States, and 1,910 (or approximately 31% of our total employee population) of whom were located outside of the United States. We excluded Mr. Bhutani and included employees of our consolidated subsidiaries. In accordance with the permitted methodology for determining the “median employee,” we excluded from our calculations 256 employees, representing less than 5% of our total employee population, who are located outside of the United States in the following countries: 53 in Australia, 14 in Brazil, 15 in the Cayman Islands, 15 in China, 21 in Colombia, 24 in France, 1 in Israel, 3 in Mexico, 26 in the Netherlands, 11 in Singapore, 45 in South Africa, 21 in Spain, 4 in Switzerland and 3 in the United Arab Emirates. •To determine the median employee, we then compared the amount of salary, wages and tips of our employees (other than the excluded employees described above), as reflected in our payroll records for the year ended December 31, 2023. In determining the median total compensation of all employees, we did not make any cost-of-living adjustments to the wages paid to any employee. •We determined the median employee’s total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median total annual compensation disclosed above. With respect to Mr. Bhutani’s total annual compensation, we used the amount reported in the “Total” column of the 2024 Summary Compensation Table included in this Proxy Statement.

  130. CEO Pay Ratio

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  131. CEO Pay Ratio

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  132. Pay versus Performance

    Pay versus Performance The following table sets forth the compensation for our principal executive officer (“PEO”) and the average compensation for our non-PEO NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under Item 402(v) of Regulation S-K, for each of 2024, 2023, 2022, 2021 and 2020. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, our Net Income and our unlevered free cash flow.

  133. Pay versus Performance

    | Fiscal Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(2) ($) (c) | Average Summary Compensation Table Total for non-PEO NEOs(1) ($) (d) | Average Compensation Actually Paid to non-PEO NEOs(2) ($) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income(4) (millions) ($) (h) | Unlevered Free Cash Flow(5) (millions) ($) (i) | | | | | | | GoDaddy TSR(3) ($) (f) | Peer Group TSR(3) ($) (g) | | | | 2024 | 19,465,233 | 72,751,381 | 7,518,446 | 20,579,956 | 290.59 | 165.08 | 937 | 1,506 | | 2023 | 15,877,217 | 30,853,433 | 4,146,301 | 5,208,078 | 156.30 | 127.53 | 1,376 | 1,254 | | 2022 | 18,645,890 | 12,378,070 | 4,954,336 | 4,347,627 | 110.16 | 79.37 | 353 | 1,096 | | 2021 | 15,290,590 | 14,914,733 | 4,191,579 | 2,520,364 | 124.94 | 152.38 | 243 | 960 | | 2020 | 3,670,928 | 7,773,317 | 5,719,740 | 3,546,026 | 122.13 | 161.36 | (494) | 825 |

  134. Pay versus Performance

    (1)Compensation for our PEO, Mr. Bhutani, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEO NEOs includes the following NEOs: (i) in 2024, Roger Chen, Nick Daddario, Mark McCaffrey and Jared Sine; (ii) in 2023 and 2022, Mr. Chen, Mr. Daddario, Michele Lau and Mr. McCaffrey; (iii) in 2021, Mr. Daddario, Nima Kelly, Ms. Lau, Mr. McCaffrey and Raymond Winborne; and (iv) in 2020, James Carroll, Mr. Daddario, Ms. Kelly, Andrew Low Ah Kee and Mr. Winborne. (2)In 2024, the compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs reflects the respective amounts set forth in columns (b) and (d), adjusted in accordance with SEC rules as set forth in the table below. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the our NEOs’ compensation for fiscal year 2024, see the Compensation Discussion and Analysis beginning on page 39. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting year.

  135. Pay versus Performance

    | | PEO | Non-PEO NEOs | | Prior FYE | 12/31/2023 | 12/31/2023 | | Current FYE | 12/31/2024 | 12/31/2024 | | Fiscal Year | 2024 ($) | 2024 ($) | | Summary Compensation Table Total | 19,465,233 | 7,518,446 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in FY | (17,146,808) | (6,640,360) | | + Fair Value at FYE of Outstanding and Unvested Option Awards and Stock Awards Granted in FY | 30,999,321 | 11,800,388 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior FYs (from prior FYE to current FYE) | 32,117,899 | 6,639,035 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in FY That Vested During FY | 2,481,532 | 542,421 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior FYs For Which Applicable Vesting Conditions Were Satisfied During FY | 4,834,203 | 720,026 | | - Fair Value as of Prior FYE of Option Awards and Stock Awards Granted in Prior FYs That Failed to Meet Applicable Vesting Conditions During FY | — | — | | Compensation Actually Paid | 72,751,381 | 20,579,956 |

  136. Pay versus Performance

    (3)TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the same as the NASDAQ Internet Index, which is the peer group used for purposes of the performance graph as shown in our 2024 Annual Report on Form 10-K. (4)Reflects “Net Income” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. Net income for the year ended December 31, 2023 included (i) $90.8 million in restructuring and other charges and (ii) a $971.8 million benefit for income taxes primarily due to a $1,014.0 million release of the majority of our domestic valuation allowance. For the year ended December 31, 2020, the Company recorded a one-time charge of $674.7 million to our statement of operations to adjust the liability under certain tax receivable agreements. (5)Unlevered free cash flow is not a financial measure prepared in accordance with GAAP. For a reconciliation of uFCF to net cash provided by operating activities, its most directly comparable GAAP financial measure, please refer to “Appendix A—Operating and Business Metrics, Non-GAAP Financial Information and Reconciliations” in this Proxy Statement.

  137. Pay versus Performance

    | 2025 Proxy Statement | 69 |

  138. Pay versus Performance

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  139. Description of the Relationship Between Compensation Actually Paid and Performance

    Description of the Relationship Between Compensation Actually Paid and Performance The following charts set forth the relationship between Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our other NEOs with (i) the Company’s cumulative TSR and the Company’s peer group TSR, (ii) Net Income and (iii) unlevered free cash flow, for the four most recently completed fiscal years. The relationship between Compensation Actually Paid and TSR, peer group TSR, Net Income and Unlevered Free Cash Flow are not strongly correlated because we consider multiple factors to determine compensation levels of our PEO and NEOs beyond annual performance against these metrics. Further information about the factors used to determine compensation levels can be found in “Compensation Discussion and Analysis” above.

  140. Relationship Between PEO and Other NEO Compensation Actually Paid and Company and Peer Group TSR

    Relationship Between PEO and Other NEO Compensation Actually Paid and Company and Peer Group TSR

  141. Relationship Between PEO and Other NEO Compensation Actually Paid and Company and Peer Group TSR

    | 70 | |

  142. Relationship Between PEO and Other NEO Compensation Actually Paid and Company and Peer Group TSR

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  143. Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

  144. Relationship Between PEO and Other NEO Compensation Actually Paid and Unlevered Free Cash Flow

    Relationship Between PEO and Other NEO Compensation Actually Paid and Unlevered Free Cash Flow

  145. Relationship Between PEO and Other NEO Compensation Actually Paid and Unlevered Free Cash Flow

    | 2025 Proxy Statement | 71 |

  146. Relationship Between PEO and Other NEO Compensation Actually Paid and Unlevered Free Cash Flow

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  147. Relationship Between PEO and Other NEO Compensation Actually Paid and Unlevered Free Cash Flow

    | Audit Matters |

  148. Relationship Between PEO and Other NEO Compensation Actually Paid and Unlevered Free Cash Flow

    | | | | | Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm | | | | | The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Ernst & Young LLP. | |

  149. Relationship Between PEO and Other NEO Compensation Actually Paid and Unlevered Free Cash Flow

    Our Audit Committee has reappointed Ernst & Young LLP (“EY”) to be our independent registered public accounting firm for the year ending December 31, 2025. EY has served as our independent registered public accounting firm since 2004. At the Annual Meeting, our stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2025. Our Audit Committee is submitting the appointment of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. We expect representatives of EY to be present at the Annual Meeting and they will have an opportunity to make a statement and respond to appropriate questions from our stockholders. If our stockholders do not ratify the appointment of EY, our Board may reconsider the appointment. Even if our stockholders ratify the appointment, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if our Audit Committee believes such a change would be in the best interests of the Company and our stockholders. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve Proposal No. 3.

  150. Relationship Between PEO and Other NEO Compensation Actually Paid and Unlevered Free Cash Flow

    | 72 | |

  151. Relationship Between PEO and Other NEO Compensation Actually Paid and Unlevered Free Cash Flow

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